Range Impact (RNGE) 10-Q 14 Aug 18 2018 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Jun. 30, 2018	Aug. 13, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	Vitality Biopharma, Inc.
Entity Central Index Key	1,438,943
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		24,350,147
Trading Symbol	VBIO
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2018	Mar. 31, 2018
Current Assets
Cash	$ 173,037	$ 656,290
Accounts receivable, net	6,611	13,843
Prepaid expense, related party		2,600
Prepaid expenses	3,058	3,058
Total Assets	182,706	675,791
Current Liabilities
Accounts payable and accrued liabilities	347,790	200,475
Derivative liability	170,435	153,042
Total liabilities	518,225	353,517
Stockholders' Equity (Deficiency)
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 24,312,647 and 24,275,147 shares issued and outstanding, respectively	24,112	24,075
Additional paid-in-capital	22,820,524	22,343,135
Accumulated deficit	(23,180,155)	(22,044,936)
Total stockholders' equity (deficiency)	(335,519)	322,274
Total liabilities and stockholders' equity (deficiency)	$ 182,706	$ 675,791

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Mar. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	24,312,647	24,275,147
Common stock, shares outstanding	24,312,647	24,275,147

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenue	$ 26,328	$ 27,043
Cost of goods sold	25,748	20,486
Gross profit	580	6,557
Operating expenses:
General and administrative	523,184	673,789
Research and development	587,422	407,009
Rent - related party	7,800	7,500
Total operating expenses	1,118,406	1,088,298
Loss from operations	(1,117,826)	(1,081,741)
Other income (expenses)
Change in fair value of derivative liability	(17,393)	(24,612)
Interest expense
Total other expenses, net	(17,393)	(24,612)
Net loss	$ (1,135,219)	$ (1,106,353)
Net loss per common share - Basic and diluted	$ (0.05)	$ (0.05)
Weighted average number of common shares outstanding - Basic and diluted	24,290,806	22,255,290

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity (Deficiency) (Unaudited) - 3 months ended Jun. 30, 2018 - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Mar. 31, 2018	$ 24,075	$ 22,343,135	$ (22,044,936)	$ 322,274
Balance, shares at Mar. 31, 2018	24,275,147
Fair value of vested restricted common stock		106,881		106,881
Fair value of vested stock options		321,420		321,420
Fair value of common stock issued for services	$ 37	49,088		$ 49,125
Fair value of common stock issued for services, shares	37,500			37,500
Net Loss			(1,135,219)	$ (1,135,219)
Balance at Jun. 30, 2018	$ 24,112	$ 22,820,524	$ (23,180,155)	$ (335,519)
Balance, shares at Jun. 30, 2018	24,312,647

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating activities
Net loss	$ (1,135,219)	$ (1,106,353)
Adjustments to reconcile net loss to net cash used in operating activities:
Fair value of vested stock options	321,420	342,540
Amortization of common stock issued to employees with vesting terms	106,881	102,584
Fair value of common stock issued for services	49,125	100,000
Change in fair value of derivative liability	17,393	24,612
Fair value of vested warrants granted to employees
Changes in operating assets and liabilities:
Accounts receivable	7,232	(6,134)
Deposit
Accounts payable and accrued liabilities	147,315	(66,913)
Prepaid expense, related party	2,600
Accounts payable - related party		(12,500)
Net cash used in operating activities	(483,253)	(622,164)
Net decrease in cash	(483,253)	(622,164)
Cash and cash equivalents - beginning of period	656,290	1,152,766
Cash and cash equivalent - end of period	173,037	530,602
Cash paid during the period for:
Interest
Income taxes

Business Operations and Summary

Business Operations and Summary of Significant Accounting Policies	3 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Business Operations and Summary of Significant Accounting Policies	1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Vitality Biopharma, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. The Company’s fiscal year end is March 31. In 2015, the Company developed a new class of cannabinoids known as cannabosides, which were discovered through application of the Company’s proprietary enzymatic bioprocessing technologies originally developed for stevia sweeteners. In 2016, the Company received approvals from the U.S. Drug Enforcement Administration (the “DEA”) and the State of California to initiate studies and manufacturing scale-up at its research and development facilities in order to develop cannabosides. In May 2016, we received shareholder and board approval for a name change to Vitality Biopharma, Inc., an exchange of one (1) share of the Company’s common stock for each 10 shares of common stock outstanding or exercisable under any outstanding warrants or option agreements, and an increase in the number of shares of authorized common stock from 525,000,000 to 1,000,000,000. These corporate changes became effective on July 20, 2016. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the three months ended June 30, 2018, the Company incurred a net loss of $1,135,219 and used cash in operating activities of $483,253. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate that as of June 30, 2018 we have sufficient funds to operate the business for the next [6] months. We will require additional financing to fund our planned future operations, including the continuation of our ongoing research and development efforts, licensing or acquiring new assets, and researching and developing any potential patents and any further intellectual property that we may acquire. Further, these estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period. In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect. We do not have any firm commitments for future capital. We will need to raise additional funds in order to continue operating our business and pursue and execute our planned research and development and commercial operations. We do not presently have, nor do we expect in the near future to have, sufficient or consistent revenue to fund our business from our operations, and will need to obtain significant funding from external sources. Since inception, we have funded our operations primarily through equity and debt financings, and we expect to continue to rely on these sources of capital in the future. However, if we raise additional funds by issuing equity or convertible debt securities, our existing stockholders’ ownership will be diluted, and obtaining commercial loans would increase our liabilities and future cash commitments. If we pursue capital through alternative sources, such as collaborations or other similar arrangements, we may be forced to relinquish rights to our proprietary technology or other intellectual property that could result in our receipt of only a portion of any revenue that may be generated from a partnered product or business. Further, these or other sources of capital may not be available on commercially reasonable or acceptable terms when needed, or at all. If we cannot raise the money that we need in order to continue to operate and develop our business, we will be forced to delay, scale back or eliminate some or all of our operations. If any of these were to occur, there is a substantial risk that our business would fail and our stockholders could lose all of their investment. Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the three months ended June 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, applied on a consistent basis, and pursuant to the requirements for reporting on Form 10-Q and the requirements of Regulation S-K and Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete audited financial statements. However, the information included in these financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or any future annual or interim period. The balance sheet information as of March 31, 2018 was derived from the Company’s audited financial statements as of and for the year ended March 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2018. These financial statements should be read in conjunction with that report. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates and assumptions by management include, among others, reserves for accounts receivable, the fair value of equity instruments issued for services, and assumptions used in the valuation of derivative liabilities and the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Financial Assets and Liabilities Measured at Fair Value The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Company’s assumptions. The fair value of the derivative liabilities of $170,435 and $153,042 at June 30, 2018 and March 31, 2018, respectively, were valued using Level 2 inputs. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the June 30, 2018, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification (“ASC”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using a Black-Scholes-Merton option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company’s statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company periodically issues unvested (“restricted”) shares of its common stock to employees as equity incentives. The Company’s restricted stock vests upon the satisfaction of a recipient’s service condition, which is satisfied over a period of number of years. The restricted shares vest over certain period and remain subject to forfeiture if vesting conditions are not met. The Company values the shares based on the price per share of the Company’s shares at the date of grant and recognizes the value as compensation expense ratably over the vesting period. Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Three months ended June 30, 2018 June 30, 2017 Options 3,316,710 2,820,489 Warrants 1,135,003 372,421 Total 4,451,713 3,192,910 Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) and Derivatives and Hedging (Topic 815) - Accounting for Certain Financial Instruments with Down Round Features. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Derivative Liability

Derivative Liability	3 Months Ended
	Jun. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	2. DERIVATIVE LIABILITY In May 2015, the Company issued certain warrants which included an anti-dilution provision that allows for the automatic reset of the exercise price of the warrants upon future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current exercise price of the warrants. In addition, the Company determined that the warrants can be settled for cash at the holders’ option in a future fundamental transaction, as defined. As a result of the anti-dilution and fundamental transaction provisions, the Company determined that the conversion feature of the warrants should be separated from the host contract, be recognized as a derivative liability, and re-measured at each reporting period with the change in value reported in the statement of operations. At March 31, 2018, the balance of the derivative liabilities was $153,042. During the three months ended June 30, 2018, the Company recorded an increase in derivative liability of $17,393. At June 30, 2018, the balance of the derivative liabilities was $170,435. At June 30, 2018 and March 31, 2018, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: June 30, 2018 March 31, 2018 Conversion feature: Risk-free interest rate 2.52 % 1.73-2.27 % Expected volatility 119 % 121 % Expected life (in years) 2 years .25 to 2.15 years Expected dividend yield — — Fair Value: Conversion feature $ 170,435 $ 153,042 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

Stockholders' Equity (Deficienc

Stockholders' Equity (Deficiency)	3 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Stockholders' Equity (deficiency)	3. STOCKHOLDERS’ EQUITY (DEFICIENCY) Common stock issued to employees with vesting terms The Company has issued shares of common stock to employees and directors that vest over time. The fair value of these stock awards are based on the market price of the Company’s common stock on the dates granted, and are amortized over vesting terms ranging up to three years. During the three months ended June 30, 2018, we recorded expense related to the fair value of stock awards that vested of $106,881. At June 30, 2018, the amount of unvested compensation related to these awards is approximately $240,000, and will be recorded as expense over 1 year. Shares of restricted stock granted above are subject to forfeiture to the Company or other restrictions that will lapse in accordance with a vesting schedule determined by our Board. In the event a recipient’s employment or service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement are forfeited to the Company in accordance with such restricted grant agreement. The following table summarizes restricted common stock activity: Number of Shares Non-vested shares, April 1, 2018 918,085 Granted — Vested — Forfeited — Non-vested shares, June 30, 2018 918,085 Common stock issued for services During the three months ended June 30, 2018, the Company issued a total of 37,500 shares of common stock to one consultant as payment for services and recorded expenses of $49,125 based on the fair value of the Company’s common stock at the issuance date.

Stock Options

Stock Options	3 Months Ended
	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Options	4. STOCK OPTIONS A summary of the Company’s stock option activity during the three months ended June 30, 2018 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2018 3,316,710 $ 1.40 Granted — Exercised — Expired — Cancelled — Balance outstanding at June 30, 2018 3,316,710 $ 1.40 Balance exercisable at June 30, 2018 2,255,648 $ 1.22 A summary of the Company’s stock options outstanding and exercisable as of June 30, 2017 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, June 30, 2018 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 477,500 $ 1.50-1.81 $ 1.50 747,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 3,316,710 Options Exercisable, June 30, 2018 1,259,980 $ 0.50 $ 0.50 101,500 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 147,500 $ 1.50-1.81 $ 1.50-1.81 447,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 2,255,648 During the three months ended June 30, 2018, we expensed total stock-based compensation related to stock options of $321,420, and the remaining unamortized cost of the outstanding stock-based awards at June 30, 2018 was approximately $799,000. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years. At June 30, 2018, the 3,316,710 outstanding stock options had an intrinsic value of approximately $2,100,000.

Warrants

Warrants	3 Months Ended
	Jun. 30, 2018
Warrants and Rights Note Disclosure [Abstract]
Warrants	5. WARRANTS At June 30, 2018, warrants to purchase common shares were outstanding as follows: Shares Weighted Exercise Price Balance at March 31, 2018 1,164,422 $ 2.19 Granted — — Exercised — — Expired (29,419 ) $ 4.25 Balance outstanding and exercisable at June 30, 2018 1,135,003 $ 2.19

Related Party Obligations

Related Party Obligations	3 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Related Party Obligations	6. RELATED PARTY OBLIGATIONS On April 23, 2012, the Company entered into a lease agreement with One World Ranches, which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Company’s Board of Directors, and his wife, to rent the space being used as the Company’s principal office and laboratory facility. The original term of the lease was from May 1, 2012 to May 1, 2017. In May 2017, the Company extended the lease through May 1, 2020. Our rent payments thereunder were $2,300 per month until May 1, 2017 and increased to $2,600 per month on May 1, 2017. Aggregate payments under the lease for the three months ended June 30, 2018 and 2017 were $7,800]and $7,500, respectively.

Commitments

Commitments	3 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments	7. COMMITMENTS On August 19, 2016, we filed a resale registration statement on Form S-1 (“Form S-1”) with the SEC to register 2,650,000 shares of our common stock and 7,950,000 shares of our common stock issuable upon exercise of certain warrants. We received a letter from the Washington D.C. office of the SEC dated December 10, 2016, stating that the staff of the SEC was conducting a Section 8(e) examination with respect to this Form S-1 and that the Division of Corporate Finance would not take any further action on the Form S-1 while the examination was pending. We received subpoenas to produce documents dated December 14, 2016, and January 23, 2017, and a further subpoena for testimony and any supplemental production of documents dated June 5, 2017. The document requests were primarily in connection with this matter. We have complied with all document requests and the Company’s CEO will provide testimony when the SEC schedules such testimony, which we believe will be sometime before the end of September 2018.

Subsequent Events

Subsequent Events	3 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	8. SUBSEQUENT EVENTS In February 2018, the Company issued a total of 37,500 shares of common stock to one consultant as payment for services and recorded expenses of $64,125 based on the fair value of the Company’s common stock at the issuance date.

Business Operations and Summa15

Business Operations and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Going Concern	Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the three months ended June 30, 2018, the Company incurred a net loss of $1,135,219 and used cash in operating activities of $483,253. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate that as of June 30, 2018 we have sufficient funds to operate the business for the next [6] months. We will require additional financing to fund our planned future operations, including the continuation of our ongoing research and development efforts, licensing or acquiring new assets, and researching and developing any potential patents and any further intellectual property that we may acquire. Further, these estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period. In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect. We do not have any firm commitments for future capital. We will need to raise additional funds in order to continue operating our business and pursue and execute our planned research and development and commercial operations. We do not presently have, nor do we expect in the near future to have, sufficient or consistent revenue to fund our business from our operations, and will need to obtain significant funding from external sources. Since inception, we have funded our operations primarily through equity and debt financings, and we expect to continue to rely on these sources of capital in the future. However, if we raise additional funds by issuing equity or convertible debt securities, our existing stockholders’ ownership will be diluted, and obtaining commercial loans would increase our liabilities and future cash commitments. If we pursue capital through alternative sources, such as collaborations or other similar arrangements, we may be forced to relinquish rights to our proprietary technology or other intellectual property that could result in our receipt of only a portion of any revenue that may be generated from a partnered product or business. Further, these or other sources of capital may not be available on commercially reasonable or acceptable terms when needed, or at all. If we cannot raise the money that we need in order to continue to operate and develop our business, we will be forced to delay, scale back or eliminate some or all of our operations. If any of these were to occur, there is a substantial risk that our business would fail and our stockholders could lose all of their investment.
Basis of Presentation of Unaudited Condensed Financial Information	Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the three months ended June 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, applied on a consistent basis, and pursuant to the requirements for reporting on Form 10-Q and the requirements of Regulation S-K and Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete audited financial statements. However, the information included in these financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or any future annual or interim period. The balance sheet information as of March 31, 2018 was derived from the Company’s audited financial statements as of and for the year ended March 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2018. These financial statements should be read in conjunction with that report.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates and assumptions by management include, among others, reserves for accounts receivable, the fair value of equity instruments issued for services, and assumptions used in the valuation of derivative liabilities and the valuation allowance for deferred tax assets, and the accrual of potential liabilities.
Financial Assets and Liabilities Measured at Fair Value	Financial Assets and Liabilities Measured at Fair Value The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Company’s assumptions. The fair value of the derivative liabilities of $170,435 and $153,042 at June 30, 2018 and March 31, 2018, respectively, were valued using Level 2 inputs. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the June 30, 2018, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Stock-Based Compensation	Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification (“ASC”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using a Black-Scholes-Merton option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company’s statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company periodically issues unvested (“restricted”) shares of its common stock to employees as equity incentives. The Company’s restricted stock vests upon the satisfaction of a recipient’s service condition, which is satisfied over a period of number of years. The restricted shares vest over certain period and remain subject to forfeiture if vesting conditions are not met. The Company values the shares based on the price per share of the Company’s shares at the date of grant and recognizes the value as compensation expense ratably over the vesting period.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Three months ended June 30, 2018 June 30, 2017 Options 3,316,710 2,820,489 Warrants 1,135,003 372,421 Total 4,451,713 3,192,910
Research and Development	Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) and Derivatives and Hedging (Topic 815) - Accounting for Certain Financial Instruments with Down Round Features. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Business Operations and Summa16

Business Operations and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share	The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Three months ended June 30, 2018 June 30, 2017 Options 3,316,710 2,820,489 Warrants 1,135,003 372,421 Total 4,451,713 3,192,910

Derivative Liability (Tables)

Derivative Liability (Tables)	3 Months Ended
	Jun. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Valuation Assumptions for Derivative Liabilities	At June 30, 2018 and March 31, 2018, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: June 30, 2018 March 31, 2018 Conversion feature: Risk-free interest rate 2.52 % 1.73-2.27 % Expected volatility 119 % 121 % Expected life (in years) 2 years .25 to 2.15 years Expected dividend yield — — Fair Value: Conversion feature $ 170,435 $ 153,042

Stockholders' Equity (Deficie18

Stockholders' Equity (Deficiency) (Tables)	3 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Schedule of Nonvested Restricted Stock Unit Activity	The following table summarizes restricted common stock activity: Number of Shares Non-vested shares, April 1, 2018 918,085 Granted — Vested — Forfeited — Non-vested shares, June 30, 2018 918,085

Stock Options (Tables)

Stock Options (Tables)	3 Months Ended
	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Stock Option Activity	A summary of the Company’s stock option activity during the three months ended June 30, 2018 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2018 3,316,710 $ 1.40 Granted — Exercised — Expired — Cancelled — Balance outstanding at June 30, 2018 3,316,710 $ 1.40 Balance exercisable at June 30, 2018 2,255,648 $ 1.22
Schedule of Stock Options Outstanding and Exercisable	A summary of the Company’s stock options outstanding and exercisable as of June 30, 2017 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, June 30, 2018 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 477,500 $ 1.50-1.81 $ 1.50 747,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 3,316,710 Options Exercisable, June 30, 2018 1,259,980 $ 0.50 $ 0.50 101,500 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 147,500 $ 1.50-1.81 $ 1.50-1.81 447,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 2,255,648

Warrants (Tables)

Warrants (Tables)	3 Months Ended
	Jun. 30, 2018
Warrants and Rights Note Disclosure [Abstract]
Summary of Warrants Activity	At June 30, 2018, warrants to purchase common shares were outstanding as follows: Shares Weighted Exercise Price Balance at March 31, 2018 1,164,422 $ 2.19 Granted — — Exercised — — Expired (29,419 ) $ 4.25 Balance outstanding and exercisable at June 30, 2018 1,135,003 $ 2.19

Business Operations and Summa21

Business Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Mar. 31, 2018	May 31, 2016
Accounting Policies [Abstract]
Stock split description	In May 2016, we received shareholder and board approval for a name change to Vitality Biopharma, Inc., an exchange of one (1) share of the Company's common stock for each 10 shares of common stock outstanding or exercisable under any outstanding warrants or option agreements, and an increase in the number of shares of authorized common stock from 525,000,000 to 1,000,000,000. These corporate changes became effective on July 20, 2016.
Common stock, shares authorized	1,000,000,000		1,000,000,000	525,000,000
Net loss	$ 1,135,219	$ 1,106,353
Net cash used in operating activities	483,253	$ 622,164
Fair value of derivative liabilities	$ 170,435		$ 153,042

Business Operations and Summa22

Business Operations and Summary of Significant Accounting Policies - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Antidilutive securities excluded from computation of earnings per share	4,451,713	3,192,910
Options [Member]
Antidilutive securities excluded from computation of earnings per share	3,316,710	2,820,489
Warrants [Member]
Antidilutive securities excluded from computation of earnings per share	1,135,003	372,421

Derivative Liability (Details N

Derivative Liability (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2018	Jun. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liabilities	$ 153,042	$ 170,435
Increase (decrease) in derivative liabilities	$ 17,393

Derivative Liability - Schedule

Derivative Liability - Schedule of Valuation Assumptions for Derivative Liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2018	Mar. 31, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value of Derivative Liability	$ 170,435	$ 153,042
Risk Free Interest Rate [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements valuation techniques, percent	2.52%
Expected Volatility Rate [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements valuation techniques, percent	119.00%	121.00%
Expected Life [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements valuation techniques, term	2 years
Expected Dividend Yield [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements valuation techniques, percent	0.00%	0.00%
Minimum [Member] | Risk Free Interest Rate [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements valuation techniques, percent		1.73%
Minimum [Member] | Expected Life [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements valuation techniques, term		2 months 30 days
Maximum [Member] | Risk Free Interest Rate [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements valuation techniques, percent		2.27%
Maximum [Member] | Expected Life [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements valuation techniques, term		2 years 1 month 24 days

Stockholders' Equity (Deficie25

Stockholders' Equity (Deficiency) (Details Narrative)	3 Months Ended
	Jun. 30, 2018USD ($)shares
Equity [Abstract]
Fair value of stock awards that vested	$ 106,881
Stock-based compensation expense not yet recognized	$ 240,000
Stock-based compensation unvested compensation related to awards period	1 year
Common stock issued for services, shares | shares	37,500
Common stock issued for services	$ 49,125

Stockholders' Equity (Deficie26

Stockholders' Equity (Deficiency) - Schedule of Nonvested Restricted Stock Unit Activity (Details) - Restricted Stock [Member]	3 Months Ended
	Jun. 30, 2018shares
Non-vested shares, Beginning Balance	918,085
Granted
Vested
Forfeited
Non-vested shares, Ending Balance	918,085

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based compensation	$ 321,420	$ 342,540
Unamortized cost of outstanding stock-based awards	$ 799,000
Weighted average remaining vesting period	2 years
Number of stock options outstanding, shares	3,316,710		3,316,710
Options outstanding, intrinsic value	$ 2,100,000

Stock Options - Summary of Stoc

Stock Options - Summary of Stock Option Activity (Details)	3 Months Ended
	Jun. 30, 2018$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares outstanding, beginning balance outstanding | shares	3,316,710
Shares, Granted | shares
Shares, Exercised | shares
Shares, Expired | shares
Shares, Cancelled | shares
Shares outstanding, ending balance | shares	3,316,710
Shares, Balance exercisable | shares	2,255,648
Weighted Average Exercise Price, outstanding beginning balance | $ / shares	$ 1.40
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Expired | $ / shares
Weighted Average Exercise Price, Cancelled | $ / shares
Weighted Average Exercise Price, outstanding ending balance | $ / shares	1.40
Weighted Average Exercise Price, Balance exercisable | $ / shares	$ 1.22

Stock Options - Schedule of Sto

Stock Options - Schedule of Stock Options Outstanding and Exercisable (Details) - $ / shares	3 Months Ended
	Jun. 30, 2018	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	3,316,710	3,316,710
Weighted average grant-date stock price, options outstanding
Number of options exercisable	2,255,648
Stock Options One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	1,664,542
Weighted average exercise price, options outstanding	$ 0.50
Weighted average grant-date stock price, options outstanding	$ 0.50
Number of options exercisable	1,259,980
Weighted average exercise price, options exercisable	$ 0.50
Weighted average grant-date stock price, options exercisable	$ 0.50
Stock Options Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	128,000
Weighted average exercise price, options outstanding	$ 0.96
Weighted average grant-date stock price, options outstanding	$ 0.96
Number of options exercisable	101,500
Weighted average exercise price, options exercisable	$ 0.96
Weighted average grant-date stock price, options exercisable	$ 0.96
Stock Options Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	130,000
Weighted average exercise price, options outstanding	$ 1
Weighted average grant-date stock price, options outstanding	$ 10
Number of options exercisable	130,000
Weighted average exercise price, options exercisable	$ 1
Weighted average grant-date stock price, options exercisable	$ 10
Stock Options Four [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	477,500
Weighted average grant-date stock price, options outstanding	$ 1.50
Number of options exercisable	147,500
Stock Options Four [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price, options outstanding	$ 1.50
Weighted average exercise price, options exercisable	1.50
Weighted average grant-date stock price, options exercisable	1.50
Stock Options Four [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price, options outstanding	1.81
Weighted average exercise price, options exercisable	1.81
Weighted average grant-date stock price, options exercisable	$ 1.81
Stock Options Five [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	747,500
Number of options exercisable	447,500
Stock Options Five [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price, options outstanding	$ 2
Weighted average grant-date stock price, options outstanding	2
Weighted average exercise price, options exercisable	2
Weighted average grant-date stock price, options exercisable	2
Stock Options Five [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price, options outstanding	2.79
Weighted average grant-date stock price, options outstanding	2.79
Weighted average exercise price, options exercisable	2.79
Weighted average grant-date stock price, options exercisable	$ 2.79
Stock Options Six [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	123,334
Number of options exercisable	123,334
Stock Options Six [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price, options outstanding	$ 3.10
Weighted average grant-date stock price, options outstanding	3.10
Weighted average exercise price, options exercisable	3.10
Weighted average grant-date stock price, options exercisable	3.10
Stock Options Six [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price, options outstanding	3.80
Weighted average grant-date stock price, options outstanding	3.80
Weighted average exercise price, options exercisable	3.80
Weighted average grant-date stock price, options exercisable	$ 3.80
Stock Options Seven [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding	45,834
Number of options exercisable	45,834
Stock Options Seven [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price, options outstanding	$ 4
Weighted average grant-date stock price, options outstanding	4
Weighted average exercise price, options exercisable	4
Weighted average grant-date stock price, options exercisable	4
Stock Options Seven [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price, options outstanding	4.70
Weighted average grant-date stock price, options outstanding	4.70
Weighted average exercise price, options exercisable	4.70
Weighted average grant-date stock price, options exercisable	$ 4.70

Warrants - Summary of Warrants

Warrants - Summary of Warrants Activity (Details)	3 Months Ended
	Jun. 30, 2018$ / sharesshares
Warrants and Rights Note Disclosure [Abstract]
Shares, Outstanding Beginning Balance | shares	1,164,422
Shares, Granted | shares
Shares, Exercised | shares
Shares, Expired | shares	(29,419)
Shares, Outstanding and Exercisable Balance | shares	1,135,003
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 2.19
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Expired | $ / shares	4.25
Weighted Average Exercise Price, Outstanding and Exercisable Balance | $ / shares	$ 2.19

Related Party Obligations (Deta

Related Party Obligations (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 23, 2012	Jun. 30, 2018	Jun. 30, 2017
Operating Leased Assets [Line Items]
Operating leases, net rent expense		$ 7,800	$ 7,800
Carlson Lease [Member]
Operating Leased Assets [Line Items]
Lease description	The Carlson Lease began on May 1, 2012 and was extended from May 1, 2017 to May 1, 2020.
Payments for rent per month	$ 2,300
Lease expiration date	May 1, 2017
Increase payment for rent per month	$ 2,600

Commitments (Details Narrative)

Commitments (Details Narrative)	Aug. 19, 2016shares
Commitments and Contingencies Disclosure [Abstract]
Number of shares of common stock	2,650,000
Common stock issuable upon exercise of warrants	7,950,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 28, 2018	Jun. 30, 2018
Number of shares issued during period for services		37,500
Number of shares issued during period for services, value		$ 49,125
One Consultants [Member]
Number of shares issued during period for services	37,500
Number of shares issued during period for services, value	$ 64,125